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Robert Altman's adaptation of E.C. Segar's classic comic strip is by no means a grand-slam hit. The film is considered rotten by a tomato-based review site (couldn't remember the URL, sorry), boasts one of the worst tag lines in the history of cinema ("The sailor man with the spinach can!"), clocks in at almost 2 hours and most of that time is filled with layered dialog of people muttering to themselves.

But, I honestly feel that the film works. Scratch that, it's a brilliant piece of art.

Sure, it's uneven at times.

OK. So the octopus at the end is embarrassingly phony.

That said, there have been worse crummy fake octopi. But, only if you include Ed Wood's filmography.

Let's talk about what does work.

Robin Williams

To talk about Williams' success in bringing Popeye to life, let's trace the character back to the beginning. Segar's strip Thimble Theatre was a decade into publication before Popeye was ever introduced. Once introduced, the character proved so popular that he soon became the focus of the strip, replacing Olive Oyl's original boyfriend (the awesomely named Harold Hamgravy).

So, what did Popeye's first appearance look like?

Popeye is to Thimble Theatre as Urkel is to Family Matters.

Ten years in and Thimble Theatre was already well populated when Mr. Eye made his entry. From his first panel, he was a terse, tough-talking wharf dog ready to drop pithy little catch-phrases in his heavily affected way of speech.

Popeye's popularity soon led to a cartoon adaptation. The original voice of Popeye was Jack Mercer. You know the voice. It's as iconic as ... Well, it's as iconic as Popeye's voice. The method for bringing Popeye to animate-life was different from most traditional animation. Usually, the dialog is recorded, then the mouth animation is timed and drawn. Popeye cartoons were just the opposite. The cartoons would be animated with generic lip-flaps on Popeye and then Mercer would mumble over the completed films, adding his own commentary to the scenes and his own take on the action.

Robin Williams' gift was an ability to concoct jokes as quickly as he could say them. And this talent is fundamentally integral to the role of Popeye. While Mercer had all the time in the world to watch the cartoons and come up with his muttered musings, Williams runs his commentary live and on set. He even manages to squeeze in some really funny jokes for the adults. Upon entering a house of ill repute, he warns the Oyls not to touch anyone as they might catch a "venerable disease". Funnier still is when, after being accosted by a particularly greedy taxman, Williams mutters, "Ya pays a tax, ya oughta get a servix".

Wipe that smirk off your face, you naughty boy.

Robert Altman, Sweethaven & Sweet Sweet Ambiguity

The film takes place in the fictional shipwreck village of Sweethaven, as introduced by the opening song in the film.

Sweethaven, a town thick with motion but thin with achievement, is populated by what we can only assume were the passengers from the large, half-sunk boat in the dock that bars any ships from entering or leaving port. (It should be noted that Sweethaven is the only seaside town to subsist exclusively on a diet of burgers and canned vegetables.) These citizens (largely cast with circus performers) are constantly under the merciless watch of the taxman who is under the merciless watch of Bluto (the town muscle) who is under the merciless watch of the unseen and unnamed commodore.

Despite this oppressive political hierarchy and the poverty that comes with being a shipwrecked community, the town is a bustling and a not-miserable place. The citizens wake up singing and go to bed doing the same. Olive's friends, a female quartet serving as her own personal Greek choir, find their happiness where they can, regularly celebrating their greatest joy in life: Not being engaged to Bluto as Olive is.

The film touches on (but never addresses outright) the feeling that the community is made of good Christians in conflict with the vices they've all taken to in an effort to stave off the hardships of their predicament. Sweethaven is host to a church that overlooks the town, but it also has an off-shore boxing ring, a horse track and a brothel. Tellingly, all these locations play a key role in the plot with the exception of the church, which is confined to a throwaway gag in the opening number.

All in all, Sweethaven is a textured town that pulls its characters, conflict and comedy from the depression-era strip that inspired it.

For all the excitement of the town, Altman keeps the logistics ambiguous. Where are these people from? Why haven't they tried to leave? The taxman collects money, but where does it come from?

Altman doesn't just leave the big questions ambiguous—he also tap-dances around issues that needn't be vague, like Swee'Pea's gender.

Shelley Duvall

Roger Ebert had this to say of her role:

Shelley Duvall is like a precious piece of china with a tinkling personality. She looks and sounds like almost nobody else ... she was born to play the character Olive Oyl (and does so in Altman's new musical "Popeye").

I don't intend to start a flame war, but I have to take umbrage with Ebert's short-sighted statement. Duvall wasn't born to play the character Olive Oyl. Yes, she inhabits the role with grace and flare that matches Williams' turn as the speech-impeded sailor. It seems impossible that anyone could match Williams in the task of being a live-action cartoon character, but Duvall keeps pace with him effortlessly.

Where I feel Ebert missed the mark is that Duvall seems to have been born to play every role she's ever been in. From Pam (Annie Hall) to Wendy Torrence (The Shining) to Pansy (Time Bandits), she is the only actress who could ever be her and the life she brings to each role instantly becomes unforgettable. Go ahead, watch this clip and try to forget it.

What Doesn't Work

It's not all sunshine and roses in the garden of Popeye. The film does feel long, especially for a children's movie. The business of the town, invigorating at the start of the film, becomes increasingly grating.

The climax is a two-fold let down, with a third-act introduction of Popeye's father and a goofy rubber octopus. Ray Walston brings a shot of energy into the film as Poopdeck Pappy, but that energy quickly devolves into a lot more gruff and mumbling noise layered on top of a soundtrack already sick with gruff and mumbling noise. The only difference is that Walston is shouting his gruff and mumbling parts.

And then, there's the octopus.

**Sigh**

Despite the flaws, the film has plenty of ingredients that work. With Robert Altman at the helm of the project, you know you aren't getting a normal kids' film. Likewise, musicals based on 50-year-old comic strips are about as far outside Robert Altman's quiet, sprawling drama wheelhouse as possible. So, it's by no means a typical Altman film either. The pedigree is there (Robert Evans, Robert Altman, Robin Williams, Shelley Duvall, Harry Nilson), so you know you're in good hands. And, at 99 cents for a rental on Amazon, why the heck not?